MINUTES OF REGULAR MEETING BOARD OF DIRECTORS, ORANGE COUNTY WATER DISTRICT November 7, 2018, 5:30 p.m.

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1 MINUTES OF REGULAR MEETING BOARD OF DIRECTORS, ORANGE COUNTY WATER DISTRICT November 7, 2018, 5:30 p.m. President Bilodeau called to order the November 7, 2018 regular meeting of the Orange County Water District Board of Directors at 5:30 p.m. in the Boardroom at the District office. Following the Pledge of Allegiance to the Flag, the District Secretary called the roll and reported a quorum as follows. Directors Denis Bilodeau Shawn Dewane Cathy Green Dina Nguyen Vicente Sarmiento Stephen Sheldon Tri Ta James V anderbilt Bruce Whitaker Roger Yoh Staff Michael Markus, General Manager Jeremy Jungreis, Acting General Counsel Janice Durant, District Secretary EMPLOYEE OF THE QUARTER The Board presented the Employee of the Quarter award to Principal Environmental Specialist Benjamin Lockhart. VISITOR PARTICIPATION Glenn Brooks advised of a Department of Energy Award of $21 million to 14 institutions to target solar energy technologies that could drive the cost of desalinated water down to $615 per acre foot. CONSENT CALENDAR The Consent Calendar was approved upon motion by Director Green, seconded by Director Sarmiento and carried [10-0] as follows: Ayes: Bilodeau, Dewane, Green, Nguyen, Sarmiento, Sheldon, Ta, Vanderbilt, Whitaker, Yoh 2. Approval of Cash Disbursements MOTION NO APPROVING CASH DISBURSEMENTS Payment of bills for the period October 11, 2018 through October 31, 2018 in the total amount of $7,617, is ratified and approved.

2 1 1/07/2018 Approval of Minutes of Board Meeting MOTION NO APPROVING MINUTES OF BOARD MEETING The minutes of the Board of Directors meetings held September 19 and October 3, 2018 are approved as presented. o Approval of Amended Minutes of Board Meetings MOTION NO APPROVING AMENDED MINUTES OF BOARD MEETING The minutes of the Board of Directors meeting held September 5, 2018 are approved as amended. 4. Publication of OCWD Statement of Financial Condition MOTION NO RECEIVING AND FILING PUBLICATION OF OCWD STATEMENT OF FINANCIAL CONDITION The Affidavit of Publication of OCWD Statement of Financial Condition for Fiscal Year ending June 30, 2018 is hereby received and filed. 5. Appointment of Commissioners to Santa Ana Watershed Project Authority (SAWPA) RESOLUTION NO APPOINTING BRUCE WHITAKER TO SUCCEED PHILIP ANTHONY AS COMMISSIONER AND APPOINTING DENIS BILODEAU AS ALTERNATE COMMISSIONER ON THE SANTA ANA WATERSHED PROJECT AUTHORITY RESOLVED, that the following Directors are hereby appointed to serve on the Santa Ana Watershed Project Authority Commission effective October 3, 2018: Bruce Whitaker Denis Bilodeau Commissioner Alternate Commissioner

3 1 1/07/2018 Order Annual Engineer s Investigation and Report on Groundwater Conditions, Water Supply and Basin Utilization RESOLUTION NO ORDERING ANNUAL ENGINEERING INVESTIGATION AND REPORT ON GROUNDWATER CONDITIONS, WATER SUPPLY, AND BASIN UTILIZATION WHEREAS, Section 25 and Section 31.5, subparagraph (1), of the Orange County Water District Act, as amended, provide that the District shall annually order an investigation and report to be made by an engineer or engineers employed by said District, for the purpose of investigating and reporting on groundwater conditions of said District, and for the purpose of ascertaining information relative to water use, water availability, and water costs as set forth in said District Act; resolve as follows: Section 1: The engineers of the District staff are instructed to proceed with said investigation and report on groundwater conditions for the water year , in accordance with Section 25 of the amended Orange County Water District Act, for consideration of the Board in the levy of the replenishment assessment for ; and to proceed with said investigation and report on water supply and basin utilization, in accordance with said Section 31.5 of the amended District Act, for the consideration of the Board in the levy of a basin equity assessment for Section 2: The engineers of the District staff are instructed to deliver the completed report in writing to the General Manager of this District on the second Wednesday in February 2019 as provided in said Act. 7. Limited Term Agreement - Environmental Specialist Field Biologist RESOLUTION NO APPROVING LIMITED TERM AGREEMENT WITH ENVIRONMENTAL SPECIALIST FIELD BIOLOGIST NATALIA DOSHI WHEREAS, the District staff has presented and recommended authorization of a two-year Limited Term Employment Agreement with Environmental Specialist Field Biologist Natalia Doshi for a two-year term commencing November 14, 2018 for $32.00 per hour for year one and $32.64 per hour for year two; approve the Limited Term Employment Agreement with Natalia Doshi as outlined herein; and, upon approval as to form by District General Counsel, its execution by the District officers is authorized.

4 1 1/07/2018 o South Basin Remedial Investigation and Feasibility Study Monitoring Well Purge Water Disposal Services RESOLUTION NO AUTHORIZING PURCHASE ORDER TO K-VAC ENVIRONMENTAL FOR SOUTH BASIN REMEDIAL INVESTIGATION AND FEASIBILITY STUDY MONITORING WELL PURGE WATER DISPOSAL SERVICES RESOLVED, that issuance of a Purchase Order is authorized to K-Vac Environmental in the amount of $40,770 for recycling and disposing of waste water derived from groundwater monitoring events at South Basin Remedial Investigation and Feasibility Study monitoring wells. ITEMS RECOMMENDED FOR APPROVAL AT RETIREMENT COMMITTEE MEETING HELD OCTOBER 23 Administrative/Recordkeeping Services for the Money Purchase Retirement Plan and Voluntary Deferred Compensation Plans for Employees of OCWD RESOLUTION NO RENEWING AGREEMENT WITH PRUDENTIAL RETIREMENT FOR RECORDKEEPING AND ADMINISTRATIVE SERVICES FOR THE DISTRICT S 401(A) MONEY PURCHASE RETIREMENT AND 457(B) DEFERRED COMPENSATION PLANS WHEREAS, pursuant to Resolution No adopted December 15, 2010, OCWD entered into an Agreement with Prudential Retirement to provide recordkeeping and administrative services for both the District s 401(a) Money Purchase Retirement Plan and the 457(b) Deferred Compensation Plan; WHEREAS, the Retirement Committee of this Board has recommended approval of a renewed agreement with Prudential for a five-year term to continue to provide such recordkeeping services for the District s Retirement Plans; NOW, THEREFORE, the Board of Director of the Orange County Water District does hereby approve execution by the District officers of a five-year agreement with Prudential Retirement to provide recordkeeping and administrative services for the District s 401 (a) Money Purchase Retirement and 457(b) Deferred Compensation Plans with the terms of the agreement to be approved by both the General Manager and the General Counsel 4

5 l 1/07/ (B) Deferred Compensation Plan Investment Line-Up Review and 401 (A) Red Flag Fund Review MOTION NO APPROVING ACTIONS IN CONNECTION WITH 457(B) DEFERRED COMPENSATION PLAN INVESTMENT LINE-UP REVIEW AND RECEIVING AND FILING 401 (A) MONEY PURCHASE RETIREMENT PLAN AND 457(B) DEFERRED COMPENSATION PLAN INVESTMENT PORTFOLIOS The following actions in connection with the 457(B) Deferred Compensation Plan Investment Line-Up Review are hereby approved and the 401 (a) Money Purchase Retirement Plan investment portfolio and the 457(b) Deferred Compensation Plan investment portfolio are hereby received and filed. INVESTMENT FUNDS l SYMBOL l ACTION 40I (A) Portfolio ACTION Lazard US Small-Mid Cap Equity LZSCX Keep Red Flag JP Morgan Mid Cap Growth JMGQX Keep Red Flag 457 (B) Portfolio Invesco Gold & Precious Metals Y IGDYX Remove and Map to EPGFX (subject to availability on Prudential portfolio) BGEIX - op tion #2 PGIM Jennison Health Sciences Z PHSZX Keep Red Flag Virtus Vontobel Emerging Markets HIEMX Keep Red Flag Keep Red Flag Opps I ~ JP Morgan US Equity R4 JUEQX Remove Red Flag ITEMS RECOMMENDED FOR APPROVAL AT PROPERTY MANAGEMENT COMMITTEE MEETING HELD OCTOBER Cooperative Agreement for Monitoring Well Sites for North Basin Remedial Investigation with Fullerton School District at Richman Elementary School in Fullerton RESOLUTION NO APPROVING COOPERATIVE AGREEMENT WITH THE FULLERTON SCHOOL DISTRICT FOR NORTH BASIN REMEDIAL INVESTIGATION AT RICHMAN ELEMENTARY SCHOOL WHEREAS, the Property Management Committee of this Board has presented and recommended approval of the Cooperative Agreement with the Fullerton School District for additional monitoring well sites at Richman Elementary School (FM-19A/B/C and D) as part of the North Basin Remedial Investigation;

6 11/07/2018 approve the Cooperative Agreement with the Fullerton School District as described herein; and, upon approval as to form by District General Counsel, its execution by the District officers is authorized. 12. Utility Agreement with OCTA for Relocation of District 16-Inch Pipeline for Caltrans I-405 Improvement Project RESOLUTION NO APPROVING UTILITY AGREEMENT WITH OCTA FOR RELOCATION OF DISTRICT 16-INCH PIPELINE FOR THE CALTRANS I-405 IMPROVEMENT PROJECT WHEREAS, the Property Management Committee of this Board has recommended negotiation of Utility Agreement No. UA with Orange County Transportation Authority (OCTA) for the relocation of District facilities for an estimated cost of $122,684 at OCWD s expense, during the Caltrans Interstate 405 freeway Improvement Project; authorize the General Manager or his designee to complete negotiation of the terms of and execute OCTA Utility Agreement No. UA for relocation of District facilities at OCWD s expense during the Caltrans Interstate 405 freeway Improvement Project; and payment of $122,684 to OCTA accordingly is authorized. 13. Amendment Two to Gentry Golf Lease and Request by Gentry Golf for Rent Relief RESOLUTION NO AUTHORIZING AMENDMENT TO LEASE AGREEMENT WITH GENTRY GOLF, INC. D.B.A. THE ISLAND GOLF CENTER AT BURRIS BASIN WHEREAS, pursuant to Resolution No adopted December 18, 1991, and subsequent amendments thereto, OCWD approved a Lease with Gentry Golf, Inc., dba The Islands Golf Center, L.P., for operation of a golf driving range and related activities at OCWD s Burris Basin through September 30, 2018; and WHEREAS, the Property Management Committee of this Board has presented and recommended approval of Amendment No. Two to such Lease Agreement providing for a oneyear lease extension through September 30, 2019; and WHEREAS, staff has advised of discussions with Gentry regarding its request for rent relief; resolve as follows: Section 1: Amendment No. 2 to the Lease Agreement with Gentry Golf, Inc. is approved as described herei; and, upon approval as to form by District General Counsel, its execution on behalf of the District by the District officers is authorized. 6

7 11/07/2018 Section 2: Staff is directed to continue discussions with Gentry Golf regarding a revenue-based rent and plan for payment of delinquent rent and return to Committee for further direction. MATTER FOR CONSIDERATION 14. Agreements in Connection with GWRS Final Expansion Project GWRS Program Manager Sandy Scott-Roberts advised that the design of the GWRS Final Expansion (GWRSFE) is approaching 90% completion. She stated that staff received four proposals in response to the District s Request for Proposals (RFP) for construction management services, and she recommended award of the Agreement to Butier in partnership with Carollo for $8.5 million. In addition, she stated staff recommends processing amendments to existing agreements with Black & Veatch (B&V) for design services and Separation Processes Inc. (SPI) for treatment process commissioning services during construction of the GWRSFE. The Board then took the following action. Upon motion by Director Bilodeau, seconded by Director Green, the following resolution was unanimously adopted [10-0]. Ayes: Bilodeau, Dewane, Green, Nguyen, Sarmiento, Sheldon, Ta, Vanderbilt, Whitaker, Yoh RESOLUTION NO APPROVING AGREEMENTS IN CONNECTION WITH THE GWRSFE: BUTIER ENGINEERING, INC FOR CONSTRUCTION MANAGEMENT SERVICES, BLACK & VEATCH FOR DESIGN SERVICES, SEPARATION PROCESSES INC., FOR TREATMENT PROCESS COMMISSIONING SERVICES WHEREAS, the District staff has recommended the following Agreements in connection with the GWRS Final Expansion: 1) Agreement with Butier Engineering, Inc. for an amount not to exceed $8.5 million for construction management services for the GWRS Final Expansion Project; 2) Amendment No. 3 with Black & Veatch for design services during construction for the GWRSFE Project in the amount not to exceed $6,394,000; 3) Amendment No. 2 with Separation Processes Inc., for treatment process commissioning services during construction of the GWRSFE Project in the amount not to exceed $677,817; NOW, THEREFORE, the Board of Director of the Orange County Water District does hereby resolve as follows: Section 1: Issuance of an Agreement with Butier Engineering, Inc. is authorized for an amount not to exceed $8.5 million for construction management services for the GWRS Final Expansion Project; and, upon approval as to form, its execution by the District officers is authorized.

8 1 1/07/2018 Section 2: Issuance of Amendment No. 3 with Black & Veatch is authorized for design services during construction of the GWRSFE for an amount not to exceed $6,394,000; and, upon approval as to form, its execution by the District officers is authorized. Section 3: Issuance of Amendment No. 2 with Separation Processes Inc. is authorized for treatment process commissioning services during construction of the GWRSFE for an amount not to exceed $677,817; and, upon approval as to form, its execution by the District officers is authorized. INFORMATIONAL ITEMS 15. Irvine Ranch Water District - Strand Ranch Storage Program Irvine Ranch Water District (IRWD) Executive Director of Water Policy Paul Weghorst repeated a presentation he provided at the October 10, 2018 Water Issues Committee meeting regarding IRWD s storage programs in the California central valley. The presentation included an overview of the Strand and Stockdale Integrated Water Banking Projects (Water Banks) as well as a proposed pilot program with the Municipal Water District of Orange County (MWDOC) that would allow IRWD to share water storage supplies in Orange County. IRWD also provided an overview of the Kern Fan Groundwater Storage Project for which IRWD and Rosedale-Rio Bravo Water Storage (Rosedale) were recently awarded $67.5 million in Water Storage Investment Program funding from the California Water Commission. Mesa Water District General Manager Paul Shoenberger indicated that Mesa has questions about whether IRWD s proposed storage program is necessary and whether it competes with OCWD s Santa Ana River Conservation and Conjunctive Use Program (SARCCUP) program. The Board also had questions regarding IRWD s definition of the word "emergency" as used in IRWD s proposed storage program. 16. Santa Ana Watershed Project Authority Activities Director Whitaker provided a brief update on SAWPA activities. 17. Committee/Conference/Meeting Reports The Board reported on the following Committee meetings and noted the Minutes/Action Agendas were included in tonight s Board packet. October 23 - Retirement Committee October 24- Joint Planning Committee October 26 - Property Management Committee

9 11/07/ Verbal Reports Director Green reported on her attendance at the recent ACWA Region 10 "Removing Barriers to Innovation in Water" conference. President Bilodeau advised that he would be traveling at his own expense to Copenhagen to address a water conference. ADJOURNMENT There being no further business to come before the Board, the meeting was adjourned at 7:00 p.m. a Durant, District Secretary Denis Bilodeau, President 9